"Get Low" stars Robert Duvall as Felix Bush, a wizened old hermit living deep in the Tennessee woods. To local children he is a real life bogeyman, to adults he is a dark mystery, rumored to have killed a man, among other terrible, terrible things. One day Bush heads into town to talk to funeral home director Frank Quinn (Bill Murray) about throwing himself a living funeral, with folks from all around -- anyone with a story to tell about him -- in attendance.

The prevailing response to Felix' reappearance is fear and suspicion, with one townsmen, Carl (played by Duvall's close friend, Scott Cooper, who directed "Crazy Heart"), trying to chase the old man. What follows is a humiliating comeuppance for the much younger man. Only Miss Mattie Darrow (Sissy Spacek) seems pleased to see him again. When asked by Quinn about the connection between them, Bush answers tersely, "We had a go."

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Scenes From "Get Low"

Duvall has played this character or one like him so many times he can do it in his sleep. This is not to take anything away from the man, because the character he crafts is pitch-perfect. Every grunt, sucking of the teeth, squint of the eyes works.

Murray's Frank Quinn is a study in understated hucksterism. The arc of Murray's career is the stuff of of which grad school theses are made. After 20 years of brilliantly playing madcap goofballs, stoners, weirdos and assorted nuts, Murray dropped it into a low gear and plowed his way through "Rushmore," giving a masterful turn as a rich old man drowning in misery. Early in his career there were flashes of this version of Murray, but no indication he could hold the note for so long. In "Get Low" he shows once again that he can get more laughs with a single beat of silence than most men can get with 20 minutes of mugging.

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And Spacek reminds us once again that she's about as good as any actress of her generation. Her Mattie is delicately rendered, with Spacek maintaining the character's equilibrium throughout. No one in the film goes through more emotionally than Mattie, but Spacek stays in control the whole time.

As good as the performances are, the film very nearly dies a death by a thousand cuts. Carl is pathologically suspicious of Bush for no apparent reason, only to disappear entirely from the film. The dark secret at the heart of the film doesn't feel all that scandalous by modern standards. Both Bush and Quinn take needless risks that they wouldn't normally. Quinn's assistant Buddy, played by Lucas Black is a one-dimensional beacon of goodness and light -- he comes off like a simpleton much of the time.

The story, spun off real-life events that occurred in the 1930s, is fantastic, the perfect set up for a story of longing, penance, regret and redemption. But there are too many minor missteps along the way, and one giant unfulfilled promise that keeps the film from living up to its potential. But for some folks, "Get Low" will be worth the watching if only to se three great American actors ply their traded, and that's more than can be said for a lot of films.